Over the past decade an important approach to describing and treating clinical and behavioral disorders has been the application of cognitive neuroscience techniques, like brain imaging, to understanding mechanisms of dysfunction. This approach has not yet been applied to understanding the mechanisms underlying the human ability to use higher cognitive abilities to regulate emotion. Understanding these mechanisms is important because cognitive therapies are highly effective for treating the emotion dysregulation associated with numerous mental and physical health disorders, ranging from post-traumatic stress and depression to cardiovascular disease. In the past five years, we and others have completed an initial wave of research on this issue that has identified interactions between prefrontal control systems and emotion processing systems (such as the amygdala) that underlie the effective cognitive down-regulation of negative emotion. The goal of this proposal is to move beyond these initial steps to more precisely characterize a normative model of the neural bases of the cognitive control of emotion. Towards that end, we propose a series of fMRI experiments is designed to address specific questions about the neural bases of two forms of cognitive emotion regulation with demonstrated clinical and laboratory efficacy: distraction and reappraisal. An emphasis is placed on examining the down-regulation of negative emotion, because of its relevance to numerous clinical disorders. Experiments 1-4 address our first specific aim, which is to determine how the neural bases of distraction and reappraisal depend upon the type of emotion eliciting stimulus. These Experiments examine the regulation of anticipatory anxiety, emotions driven by cognitive appraisals of images vs. physical pain, positive vs. negative emotion, and the long-term effects of regulation on emotional responses. Experiments 5 and 6 address our second specific aim, which is to identify the neural bases of specific subtypes of distraction and reappraisal. These Experiments examine the use of different kinds of thoughts to distract oneself from an aversive stimulus, or the use of different kinds of reappraisal to transform the meaning of that stimulus. In general, we hypothesize that the regulatory effects of a given strategy can be understood in terms of the functions associated with particular prefrontal systems control systems and their effects upon brain systems that encode stimulus features (e.g. temporal or somatosensory cortex) or generate emotional responses (e.g. amygdala). The long term goal of our approach is to provide a model of the neural bases of effective cognitive control over emotion in healthy adults that could - in future work - be used to explain the mechanisms underlying dysfunctional emotional responses in clinical populations.